Quarterly report pursuant to Section 13 or 15(d)

Equity

v2.4.0.8
Equity
6 Months Ended
Jun. 30, 2014
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity
11. Equity

Dividends and Distributions

Our board of directors declared the following dividends in 2013 and 2014:

 

Announced Date

   Record Date    Pay Date    Amount per
share
 

8/8/13

   8/20/13    8/29/13    $ 0.06   

1/7/13

   11/18/13    11/22/13    $ 0.14   

2/17/13

   12/30/13    1/10/14    $ 0.22   

3/13/14

   3/27/14    4/9/14    $ 0.22   

6/17/14

   6/27/14    7/10/14    $ 0.22   

 

Common Stock

We completed the following public offerings of common stock(1):

 

Closing Date    Shares Issued     

Price

Per Share

     Net Proceeds  
     (amounts in thousands, except per share amounts)  

4/23/13

     14,152       $ 12.50       $ 160.0   

4/29/14

     5,750       $ 13.00       $ 70.4   

 

(1)  Includes shares issued in connection with the exercise of the underwriters’ option to purchase additional shares. Net proceeds from the offerings is shown after deducting underwriting discounts, commissions, other offering costs and, in the case of our initial public offering, formation transaction costs.

Equity Incentive Plan

We recorded compensation expense for stock awards in accordance with ASC 718, Compensation—Stock Compensation, which requires that all equity-based payments to employees be recognized in the condensed consolidated statements of operations, based on their grant date fair values with the expense being recognized over the requisite service period.

At the time of completion of our IPO, we adopted our 2013 Plan, which provides for grants of stock options, stock appreciation rights, restricted stock units, shares of restricted common stock, phantom shares, dividend equivalent rights, LTIP units and other restricted limited partnership units issued by our Operating Partnership and other equity-based awards. From time to time, we may award unvested restricted shares as compensation to members of our senior management team, our independent directors, advisors, consultants and other personnel under our 2013 Plan. The shares issued under this plan vest over a period of time as determined by the board of directors at the date of grant. Under the 2013 Plan, we issued both awards with service conditions and awards with performance conditions. We recognize compensation expense for unvested shares that vest solely based on service conditions on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of grant, adjusted for forfeitures. Compensation expense related to our awards with performance conditions is recognized over the requisite service period based on our estimate of the achievement of the various performance targets based on the fair market value of the shares on the date of grant, adjusted for forfeitures.

Reallocation of the Predecessor’s Membership Units

Concurrently with the IPO, the existing owners of the Predecessor reallocated and distributed a portion of their equity ownership to the employees of the Predecessor and the employees received 202,826 shares of common stock, 128,348 restricted stock units and 135,938 OP units. This reallocation was accounted for as equity-based compensation in accordance with ASC 718, Compensation—Stock Compensation, with equity award valuations based on the IPO price of $12.50 per share. As the shares of common stock, restricted stock units and OP units were immediately vested, we recorded compensation expense related to these awards of $5.8 million on April 23, 2013. No tax benefits have been recorded related to this reallocation. The restricted stock units, net of applicable federal and state taxes withheld, were converted to common shares in November 2013.

Awards of Shares of Restricted Common Stock under our 2013 Plan

During the six months ended June 30, 2014, our board of directors awarded employees and directors 149,359 shares of restricted common stock that vest in 2015 and 2016 and 373,241 shares of restricted common stock to certain employees that vest upon the later of the achievement of certain dividend growth targets and December 31, 2015.

We recognize compensation expense for unvested shares of restricted common stock on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures. The calculation of the compensation expense assumes a forfeiture rate up to 5%. For the three and six months ended June 30, 2014, we recorded $1.5 million and $2.0 million of equity-based compensation expense as compared to $6.2 million, which includes $5.8 million related to the reallocation of shares to employees from the existing owners of the Predecessor on the completion of our IPO, for the three and six months ended June 30, 2013. Included in our stock based compensation expense is an accrual for an additional 163,868 shares of restricted common stock that the board has set as a target to be earned by certain employees upon the achievement of certain corporate and individual performance goals during 2014 and, if earned and awarded, will vest in equal amounts on December 31, 2015 and 2016.

The total unrecognized compensation expense related to awards of shares of restricted common stock subject to a vesting schedule, considering estimated forfeitures, is $11.9 million as of June 30, 2014, which is expected to be recognized over a weighted-average term of approximately two years.

A summary of the unvested shares of restricted common stock that have been issued, as of June 30, 2014, is as follows:

 

     Restricted Shares of
Common Stock
    Value (000’s)  

Beginning Balance—December 31, 2013

     598,815      $ 7,484   

Granted

     522,600      $ 7,410   

Vested

     (147,009   $ (1,838

Forfeited

     —        $ —     
  

 

 

   

 

 

 

Ending Balance—June 30, 2014

     974,406      $ 13,057   
  

 

 

   

 

 

 

Accumulated OCI is the cumulative total OCI that is included as a component of shareholder’s equity. The following represents changes in accumulated OCI by component as of June 30, 2014.

 

     Unrealized Gains/
(Loss) on

Residual Assets
    Unrealized Gains/
(Losses) on
Investments
Available-for-Sale
    Less
Noncontrolling
Interest
    Total  
     (amounts in thousands)  

Balances as of December 31, 2013

   $ 113      $ —        $ (3   $ 110   

Other comprehensive income before reclassifications, net

     (46     3,314        (61     3,207   

Amounts reclassified from accumulated OCI

     —          (1,030     19        (1,011
  

 

 

   

 

 

   

 

 

   

 

 

 

Balances as of June 30, 2014

   $ 67      $ 2,284      $ (45   $ 2,306